## Facts

- An Oklahoma consumer purchased a laptop through an out-of-state seller’s website; the seller entities were Georgia corporations.
- The laptop allegedly was delivered and invoiced by one Georgia corporation and sold/serviced by the other; the entities shared the same address and registered service agent.
- The laptop began malfunctioning; the buyer returned it for warranty repair, received it back, and shortly thereafter returned it again after further malfunction.
- After the second return, the buyer alleged the companies stopped communicating and did not return the laptop.
- The defendants relied on a forum-selection clause printed in an invoice shipped with the computer that designated Georgia as the forum for disputes.

## Issues

1. Whether an Oklahoma court could exercise personal jurisdiction over Georgia corporate defendants based on an internet-related consumer transaction and related communications.
2. Whether a forum-selection clause included in a post-formation invoice became part of the parties’ contract under UCC § 2-207.
3. Whether the evidentiary record was sufficient to support the trial court’s exercise of personal jurisdiction.

## Decision

- The appellate court reversed the judgment for the buyer and remanded for further proceedings.
- The court held the forum-selection clause in the shipped invoice was not shown, on this record, to be an enforceable contract term that required litigation in Georgia.
- The court held the trial court erred in finding personal jurisdiction based on the evidence presented and required further factual development regarding the defendants’ Oklahoma-directed contacts.

## Legal Principles

- A forum-selection clause appearing only in a post-formation invoice is an “additional term” governed by UCC § 2-207 and is not automatically part of the contract.
- For non-merchant buyers, additional terms in a confirmation/invoice operate as proposals and require express assent to become binding.
- Even between merchants, an additional term that materially alters the bargain (including a forum-selection clause) generally does not become part of the contract by default under UCC § 2-207(2).
- Personal jurisdiction over out-of-state defendants requires constitutionally sufficient minimum contacts with the forum; a single internet sale may be insufficient absent proof of purposeful forum-directed activity.
- When the record does not adequately establish the nature, quality, and extent of the defendant’s forum contacts, a judgment based on asserted personal jurisdiction cannot stand and the matter may be remanded for further fact development.

## Conclusion

The appellate court set aside the small-claims judgment because the invoice’s Georgia forum clause was not established as a binding contract term and the record did not sufficiently support Oklahoma’s exercise of personal jurisdiction over the Georgia defendants, requiring remand to develop evidence of forum-directed contacts.


Lively v. IJAM, Inc., 114 P.3d 487 (Okla. Civ. App. 2005)